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ITC > SEC Filings for ITC > Form 8-K on 10-Feb-2014All Recent SEC Filings

Show all filings for ITC HOLDINGS CORP.

Form 8-K for ITC HOLDINGS CORP.


10-Feb-2014

Change in Directors or Principal Officers, Other Events


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of 2014 Cash Bonus Performance Measures

On February 5, 2014, the Compensation Committee (the "Committee") of the Board of Directors of ITC Holdings Corp. (the "Company") determined that the Company's named executive officers will be eligible for cash bonuses for 2014 performance under a corporate bonus plan adopted pursuant to the Company's Second Amended and Restated 2006 Long Term Incentive Plan, based on the achievement of Company performance goals based on (i) a 10% weighting for safety and compliance measures, including fewer than targeted lost work days for safety reasons, fewer than targeted recordable safety incidents, and implementation of physical- and cyber-security plans; (ii) a 30% weighting for system performance measures, including fewer than targeted outages, completion of priority maintenance activities, and completion of targeted capital projects; and (iii) a 60% weighting for financial performance measures, including lower than targeted operating and maintenance expenses, higher than targeted Earnings Before Interest and Taxes (EBIT) plus Allowance for Funds Used During Construction (AFUDC), and total shareholder return. The named executive officers may earn a bonus up to 200% of their target bonus amounts if all of these goals are fully achieved. The target bonus amounts are a percentage of base salary and were established by the Committee, as follows: 125% for Joseph L. Welch, President and Chief Executive Officer; and 100% for each of Linda H. Blair, Executive Vice President and Chief Business Officer; Cameron M. Bready, Executive Vice President and Chief Financial Officer; Jon E. Jipping, Executive Vice President and Chief Operating Officer; and Daniel J. Oginsky, Senior Vice President and General Counsel.

Approval of Bonuses

On February 5, 2014, the Committee also approved payment of discretionary cash bonuses to substantially all of the Company's employees, including the Company's named executive officers, in connection with completion of Phase II of the KETA project. The estimated amounts of the cash bonuses payable to the named executive officers are set forth in the table below. As in past years, the final bonus amounts for all recipients will be determined immediately prior to the time of payment by dividing the discretionary bonus pool proportionately among the recipients based upon their respective shares of the annual corporate performance bonus pool. Final bonus amounts for the named executive officers will be disclosed in the Company's 2015 annual meeting proxy statement.

Name                                       Title                            Bonus
Joseph L. Welch     President and Chief Executive Officer                  $ 57,393
Linda H. Blair      Executive Vice President and Chief Business Officer    $ 27,577
Cameron M. Bready   Executive Vice President and Chief Financial Officer   $ 26,550
Jon E. Jipping      Executive Vice President and Chief Operating Officer   $ 22,537
Daniel J. Oginsky   Senior Vice President and General Counsel              $ 17,965



Item 8.01 Other Events.

Declaration of Stock Split and Cash Dividend

On February 6, 2014, the Board of Directors of the Company declared a 3 for 1 stock split of the Company's common shares in the form of a stock dividend. On February 28, 2014, shareholders of record as of February 18, 2014, will receive a distribution of two additional shares of ITC common stock for each share they hold. In addition, the Board of Directors declared a quarterly cash dividend of $0.1425 per common share on a post-split basis (adjusted from $0.4275 per common share on a pre-split basis), payable on March 19, 2014, to shareholders of record on March 10, 2014.


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